Exhibit 10.(k) SEVERANCE AGREEMENT SEVERANCE AGREEMENT (the "Agreement") dated December 1, 1999 ("Effective Date") between Charles C. Gillman ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the...Severance Agreement • April 19th, 2000 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Missouri
REGISTRATION RIGHTS AGREEMENT Dated as of October 7, 1996 by BROWN GROUP, INC. and SMITH BARNEY INC., FIRST CHICAGO CAPITAL MARKETS, INC. and DILLON, READ & CO. INC. (as Initial Purchasers) $100,000,000Registration Rights Agreement • October 21st, 1996 • Brown Group Inc • Footwear, (no rubber) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2015 • Caleres Inc • Footwear, (no rubber) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2015, by and among Caleres, Inc., a New York corporation (the “Company”), the guarantors listed on Schedule A hereto (the “Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) as representative of the several initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”). Each of the Initial Purchasers has agreed to purchase the Company’s 6.250% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Brown Shoe Company, Inc. 7⅛% SENIOR NOTES DUE 2019 Indenture Dated as of May 11, 2011 Wells Fargo Bank, National Association TrusteeIndenture • May 13th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
INDENTURE dated as of May 11, 2011 among Brown Shoe Company, Inc., a New York corporation, the initial Guarantors (as defined below) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
EXHIBIT 4(b) This FIRST SUPPLEMENTAL INDENTURE, dated as of January 9, 1997, between BROWN GROUP, INC., a corporation incorporated under the laws of the State of New York, (the "Company"), BROWN GROUP INTERNATIONAL, INC. a Delaware corporation, BROWN...Supplemental Indenture • January 17th, 1997 • Brown Group Inc • Footwear, (no rubber) • New York
Caleres, Inc. Indenture Dated as of July 27, 2015 Wells Fargo Bank, National Association TrusteeCaleres Inc • July 27th, 2015 • Footwear, (no rubber) • New York
INDENTURE dated as of July 27, 2015 among Caleres, Inc., a New York corporation, the initial Guarantors (as defined below) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 20th, 2015 • Caleres Inc • Footwear, (no rubber) • New York
BROWN SHOE COMPANYCALERES, INC., a corporation organized under the laws of the State of New York having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105, as Lead Borrower for the Borrowers, being
SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 6th, 2023 • Caleres Inc • Footwear, (no rubber)
SEVERANCE AGREEMENTSeverance Agreement • April 1st, 2015 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri
This SEVERANCE AGREEMENT (the “Agreement”) is effective as of April 1, 2009 (“Effective Date”) by and between Daniel R. Friedman (“Employee”) and Brown Shoe Company, Inc., a New York corporation (“Brown Shoe” and, together with its subsidiaries, the “Company”).
Exhibit 10.(l) EARLY RETIREMENT AGREEMENT EARLY RETIREMENT AGREEMENT (the "Agreement") dated October 26, 1999 ("Effective Date") between Harry E. Rich ("Employee") and Brown Shoe Company, Inc., a New York corporation ("Company"). WHEREAS, the Employee...Early Retirement Agreement • April 19th, 2000 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Missouri
RESTRICTED STOCK AWARD AGREEMENT - Employee CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2022Restricted Stock Award Agreement • June 7th, 2022 • Caleres Inc • Footwear, (no rubber) • Missouri
Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Stock (referred to herein as “Restricted Stock” or “Restricted Shares”), which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2022 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 26, 2022), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:
EXCHANGE AGENT AGREEMENT ------------------------ State Street Bank and Trust Company 4th Floor 2 International Place Boston, Massachusetts 02110 Attention: Corporate Trust Department Ladies and Gentlemen: Brown Group, Inc., a New York corporation...Exchange Agent Agreement • October 30th, 1996 • Brown Group Inc • Footwear, (no rubber) • New York
SEVERANCE AGREEMENTSeverance Agreement • June 8th, 2004 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri
SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2001("Effective Date") between Richard C. Schumacher ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the "Company").
SEVERANCE AGREEMENTSeverance Agreement • April 16th, 2002 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Missouri
SEVERANCE AGREEMENT (the "Agreement") dated October 5, 2000 ("Effective Date") between Andrew M. Rosen ("Employee") and Brown Shoe Company, Inc., a New York corporation (as further defined in Section 13, the "Company").
RIGHTS AGREEMENT BROWN GROUP, INC.Rights Agreement • March 8th, 1996 • Brown Group Inc • Footwear, (no rubber) • New York
SEVERANCE AGREEMENTSeverance Agreement • February 6th, 2015 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri
This SEVERANCE AGREEMENT (the “Agreement”) is effective as of February 16, 2015 (“Effective Date”) by and between Kenneth H. Hannah (“Employee”) and Brown Shoe Company, Inc., a New York corporation (“Brown Shoe” and, together with its subsidiaries, the “Company”).
CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 PERFORMANCE AWARD AGREEMENTIncentive and Stock • December 9th, 2020 • Caleres Inc • Footwear, (no rubber) • Missouri
THIS AWARD AGREEMENT, effective August 2, 2020, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2017 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 23, 2017), all of which constitute part of this Agreement, this Award provides:
INCENTIVE AND STOCK COMPENSATION PLAN OF 2011Performance Award Agreement • March 28th, 2017 • Caleres Inc • Footwear, (no rubber) • Missouri
THIS AWARD AGREEMENT, effective March 20, 2017, represents the grant of Performance Shares (“Shares”) (collectively, the "Award") by Caleres, Inc. ("Company") to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2011 (the "Plan"). Subject to the key terms set forth below and the attached General Terms and Conditions (dated as of March 3, 2016), all of which constitute part of this Agreement, this Award provides:
SUPPLEMENTAL INDENTURESupplemental Indenture • April 1st, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 17, 2011, among AMERICAN SPORTING GOODS CORPORATION, a Delaware corporation (“ASG”), THE BASKETBALL MARKETING COMPANY, INC., a Delaware corporation (“BMC” and together with ASG the “Guaranteeing Subsidiaries”; each a “Guaranteeing Subsidiary”), a subsidiary of BROWN SHOE COMPANY, INC., a New York corporation (the “Company”), the Company and U.S. Bank National Association, a national banking association, as successor to SunTrust Bank, as trustee under the Indenture referred to below (the “Trustee”).
January 17, 1997 The Prudential Insurance Company of America Pruco Life Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201 Ladies and Gentlemen: We refer to the Note Agreement dated as of October 24, 1995...Joinder Agreement • April 22nd, 1997 • Brown Group Inc • Footwear, (no rubber) • New York
NON-QUALIFIED STOCK OPTION AGREEMENTIncentive and Stock • September 10th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)
Brown Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee, a Non-Qualified Stock Option to purchase shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 22, 2008), all of which constitute part of this Agreement (the “Stock Option”), as follows:
CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • March 28th, 2022 • Caleres Inc • Footwear, (no rubber) • Missouri
THIS AWARD AGREEMENT, effective March 17, 2022, represents the grant of a long-term incentive cash award (“Award”) by Caleres, Inc. (“Company”) to the Participant named below, who has been selected by the Compensation Committee of the Company's Board of Directors (the "Committee") to receive the Award with respect to the Performance Periods set forth below under the Company’s Incentive and Stock Compensation Plan of 2017 (the "Plan"). Subject to the terms set forth below, all of which constitute part of this Agreement, this Award provides the following:
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 18, 2014 among BROWN SHOE COMPANY, INC., as Lead Borrower for:Credit Agreement • December 19th, 2014 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
BROWN SHOE COMPANY, INC., a corporation organized under the laws of the State of New York having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105, as Lead Borrower for the Borrowers, being
REGISTRATION RIGHTS AGREEMENT by and among Brown Shoe Company, Inc. and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated ABN AMRO Incorporated Wells Fargo Securities, LLC...Registration Rights Agreement • April 26th, 2005 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of April 19, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors party thereto and the Initial Purchasers (i) for the Initial Purchasers’ benefit and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 7, 2011 among BROWN SHOE COMPANY, INC., as Lead Borrower for: BROWN SHOE COMPANY, INC. SIDNEY RICH ASSOCIATES, INC. BROWN GROUP RETAIL, INC. BROWN SHOE INTERNATIONAL CORP. BUSTER BROWN &...Credit Agreement • January 7th, 2011 • Brown Shoe Co Inc • Footwear, (no rubber) • New York
BROWN SHOE COMPANY, INC., a corporation organized under the laws of the State of New York having a place of business at 8300 Maryland Avenue, St. Louis, Missouri 63105, as Lead Borrower for the Borrowers, being
BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE AWARD AGREEMENT Fiscal 2009 to 2011Performance Award Agreement • March 21st, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)
THIS AWARD AGREEMENT, effective March 23, 2009, represents the grant of Performance Shares (“Performance Shares”) as identified above (the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.
155,000,000 CREDIT AGREEMENT Dated as of January 9, 1997 among BROWN GROUP, INC. as Borrower certain of its Subsidiaries and Affiliates, as Guarantors and THE LENDERS NAMED THEREIN as Lenders and THE BOATMEN'S NATIONAL BANK OF ST. LOUIS as Agent and...Assignment Agreement • January 17th, 1997 • Brown Group Inc • Footwear, (no rubber) • Missouri
CREDIT AGREEMENT Dated as of December 20, 2001 among THE FINANCIAL INSTITUTIONS NAMED HEREIN, as lenders, BANK OF AMERICA, NATIONAL ASSOCIATION, as administrative agent, FLEET RETAIL FINANCE INC., as syndication agent and BROWN SHOE COMPANY, INC. and...Credit Agreement • January 3rd, 2002 • Brown Shoe Co Inc/ • Footwear, (no rubber) • Illinois
This Credit Agreement, dated as of December 20, 2001 ("Agreement"), among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank of America, National Association, with an office at 231 S. LaSalle Street, Chicago, Illinois 60604, as administrative agent for the Lenders (as a Lender and as administrative agent; in its capacity as administrative agent being referred to herein as the "Agent"), Fleet Retail Finance Inc. (as a Lender and as syndication agent), and Brown Shoe Company, Inc., a New York corporation, and each of its Subsidiaries party hereto.
January 7, 1999 The Prudential Insurance Company of America Pruco Life Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201 Ladies and Gentlemen: We refer to the Note Agreement dated as of October 24, 1995,...Brown Group Inc • April 26th, 1999 • Footwear, (no rubber)
EMPLOYMENT AGREEMENT FOR DIANE M. SULLIVANEmployment Agreement • March 28th, 2023 • Caleres Inc • Footwear, (no rubber) • Missouri
THIS EMPLOYMENT AGREEMENT (this "Agreement"), entered into this 12th day of January, 2023 and effective as of January 15, 2023 (the "Effective Date"), is by and between Diane M. Sullivan ("Employee") and Caleres, Inc., a New York corporation ("Caleres" and, together with its subsidiaries, the "Company"), provided Employee remains employed with Caleres through the Effective Date.
BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENTIncentive and Stock • March 21st, 2011 • Brown Shoe Co Inc • Footwear, (no rubber)
You have been selected by the Compensation Committee of the Brown Shoe Company, Inc. Board of Directors (the “Committee”) to be a Participant in the Performance Unit Award Plan under the Incentive and Stock Compensation Plan of 2002, as Amended and Restated (the “Plan”) of Brown Shoe Company, Inc. (the “Company”), as specified below:
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 10th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber) • Missouri
THIS AGREEMENT, made as of the ___________ by and between Brown Shoe Company, Inc., a New York corporation (hereinafter referred to as the “Company”), and _____________ hereinafter referred to as the “Director”), represents the grant of Restricted Stock Units (“Award”) as follows.
BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) PERFORMANCE UNIT AWARD AGREEMENTIncentive and Stock • March 11th, 2008 • Brown Shoe Co Inc • Footwear, (no rubber)
THIS AWARD AGREEMENT, effective ___, 20__, represents the grant of both Performance Shares (“Performance Shares”) and the Cash-Based Award (“Cash”) (collectively, the “Award”) by the Company to the Participant named above, pursuant to the provisions of the Plan.
BROWN SHOE COMPANY, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2002 (as Amended and Restated) AMENDMENT TO PERFORMANCE UNIT AWARD AGREEMENT FOR THE PERFORMANCE PERIOD OF FEBRUARY 3, 2008 TO JANUARY 29, 2011 forPerformance Unit Award Agreement • March 10th, 2009 • Brown Shoe Co Inc • Footwear, (no rubber)
THIS AMENDMENT is made by and between by Brown Shoe Company, Inc., a New York corporation (the “Company”) and the above-named Participant, pursuant to the provisions of the Incentive and Stock Compensation Plan of 2002 (as Amended and Restated), and is made with respect to the Performance Unit Award Agreement referenced above (the “Award Agreement”). The purpose of this Amendment is to amend the form of payment of the Performance Share award from payment in shares of the Company’s stock to a payment in cash, with the cash payment to be the fair market value of the shares that would have otherwise been issuable pursuant to the Award Agreement. This Amendment will have no effect on the Cash Award that is also covered by the Award Agreement.
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 7th, 2016 • Caleres Inc • Footwear, (no rubber) • New York
WHEREAS, the Borrowers, the Lenders and the Agent, among others, are party to that certain Fourth Amended and Restated Credit Agreement dated as of December 18, 2014, as amended by that certain First Amendment dated as of July 20, 2015 (as amended and in effect prior to the date hereof, the “Credit Agreement”); and
